N.J. Stat. tit. 15A, ch. 2

in effect

N.J. Stat. § 15A:2-1 Purposes

a. A corporation may be organized under this act for any lawful purpose other than for pecuniary profit including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; cemetery; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; volunteer fire company; ambulance, first aid or rescue; professional, commercial, industrial or trade association; and labor union and cooperative purposes. b. A corporation for which organization is permitted under any other statute of this State may not be organized under this act unless that statute permits organization under this act. c. A corporation may be organized under this act for any purpose or purposes for which corporations may be incorporated under Title 16 of the Revised Statutes. d. No corporation organized under this act shall have or issue capital stock or shares. No dividend shall be paid and no part of the income or profit of a corporation organized under this act shall be distributed to its members, trustees or officers, but a corporation may pay compensation in a reasonable amount to its members, trustees and officers, for services rendered, may pay interest on loans or other credit advances by members, trustees and officers, may confer benefits on its members in conformity with its purposes, and, upon dissolution, may make distributions to its members as permitted by this act; except the payment, benefit, or distribution shall not be deemed to be a dividend or distribution of income or profit. L.1983, c. 127, s. 15A:2-1, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-2 Corporate name of domestic or foreign corporation

a. The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State: (1) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation; (2) Shall not be the same as, or confusingly similar to, the corporate name of any domestic corporation, including a corporate name set forth in a certificate of incorporation filed in the office of the Secretary of State for which the effective date is subsequent to the date of filing, as authorized by subsection b. of section 15A:2-8 or of any foreign corporation authorized to conduct activities in this State or any corporate name reserved or registered under this act, or any corporate name in use, reserved or registered under the New Jersey Business Corporation Act, unless the written consent of the other domestic, foreign corporation or corporate entity, or holder of a reserved or registered name to the adoption of its name or a confusingly similar name, is filed in the office of the Secretary of State with the certificate of incorporation or with the application for an original or amended certificate of authority to conduct activities in this State; or, in lieu of that consent, there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the corporation to the use of the name in this State; (3) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless the restrictions have been complied with; and (4) Shall contain one of the following: "a New Jersey nonprofit corporation," "incorporated," "corporation," "inc.," or "corp." unless it is a corporation which could organize pursuant to the provisions of Title 16 of the Revised Statutes. b. (1) This section shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to conduct activities in this State prior to the effective date of this act to change its corporate name in order to comply with this section, if the name is otherwise lawful on the effective date of this act. The corporation shall not change its corporate name on or after the effective date of this act to a name which is not available for corporate use under this section. (2) This section shall not prevent a domestic corporation (a) with which another corporation, domestic or foreign, is merged, or (b) which is formed by the reorganization or consolidation of one or more domestic or foreign corporations, or (c) which receives upon a sale, lease or other disposition from, or exchange with, another corporation, domestic or foreign, all or substantially all the assets of the other corporation including its name, from having the same corporate name as any of those corporations if, at the time, the other corporation was organized under the laws of, or is authorized to conduct activities in, this State. c. If the name of a foreign corporation is not available for use in this State because of subsection a. of this section, the corporation may be authorized to conduct activities in this State under an alternate name which is available for corporate use under this section. The corporation shall file in the office of the Secretary of State with its application for an original or amended certificate of authority an original and a copy of a resolution of its board adopting the alternate name for use in conducting activities in this State. The Secretary of State shall forward the copy to the Attorney General. d. The corporate name of a domestic corporation which has been dissolved and any name confusingly similar to the name of a domestic corporation which has been dissolved shall not be available for corporate use for 2 years after the effective time of dissolution, unless, within that 2-year period, the written consent of the dissolved corporation to the adoption of its name, or a confusingly similar name, is filed in the office of the Secretary of State with the certificate of incorporation of another domestic corporation or with the application of a foreign corporation for an original or amended certificate of authority to conduct activities in this State. e. The filing in the office of the Secretary of State of the certificate of incorporation of a domestic corporation or the issuance by the Secretary of State of a certificate to a foreign corporation authorizing it to conduct activities in this State shall not preclude an action by this State to enjoin a violation of this section or an action by any person adversely affected to enjoin the violation or the use of a corporate name in violation of the rights of that person, whether on principles of unfair competition or otherwise. The court may grant any other appropriate relief. L.1983, c. 127, s. 15A:2-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-3 Use of name other than actual corporate name

a. No domestic corporation, or foreign corporation which conducts activities in this State within the meaning of section 15A:13-3 shall conduct any activities in this State using an alternate name including an abbreviation of its corporate name or an acronym unless: (1) It also uses its actual corporate name in the transaction of any of its activities in a manner as not to be deceptive as to its actual identity; or (2) It has been authorized to conduct activities in this State using the alternate name as provided in subsection c. of section 15A:2-2; or (3) It has first registered the alternate name as provided in this section. b. Any corporation may adopt and use any alternate name, including any which would be unavailable as the name of a domestic or foreign corporation because of the prohibitions of paragraph (2) of subsection a. of section 15A:2-2, but not including any name prohibited as a corporate name by paragraph (3) or (4) of subsection a. of section 15A:2-2, by filing an original and a copy of a certificate of registration of alternate name with the Secretary of State executed on behalf of the corporation. The Secretary of State shall forward the copy to the Attorney General. The certificate shall set forth: (1) The name, jurisdiction and date of incorporation of the corporation; (2) The alternate name; (3) A brief statement of the character or nature of the particular activities to be conducted using the alternate name; (4) That the corporation intends to use the alternate name in this State; (5) That the corporation has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced the use. c. The registration shall be effective for 5 years from the date of filing and may be renewed successively for additional 5-year periods by filing an original and a copy of a certificate of renewal executed on behalf of the corporation at any time within 90 days prior to, but not later than, the date of expiration of the registration. The certificate of renewal shall be effective as of the date of expiration of the earlier registration. The certificate of renewal shall set forth the information required in paragraphs (1) through (4) of subsection b. of this section, the date of filing of the certificate of registration then in effect, and that the corporation is continuing to use the alternate name. The Secretary of State shall forward the copy to the Attorney General. d. This section shall not: (1) Grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name, or corporate name; or (2) Interfere with the power of any court to enjoin the use of the name on the basis of the law of unfair competition or on any other basis except the identity or similarity of the alternate name to any other corporate name. e. A corporation which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for the certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using the alternate name in violation of this section after the operative date of the prohibitions of this section specified in subsection h. of this section. For the purpose of this subsection, any part of a year shall be considered a full year. f. The failure of a corporation to file a certificate of registration or renewal of an alternate name shall not impair the validity of any contract or act of the corporation and shall not prevent the corporation from defending any action or proceeding in any court of this State, but the corporation shall not maintain any action or proceeding in any court of this State arising out of a contract or act in which it used the alternate name until it has filed the certificate. g. (1) A corporation which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used an alternate name in this State shall, if the false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection e. of this section, forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (2) A corporation which ought to have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (3) The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. h. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. Any certificate of registration filed during that 90-day period need not include the information required by paragraph (5) of subsection b. of this section. L.1983, c. 127, s. 15A:2-3, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-4 Reserved name

a. The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. b. The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not more than three specified names, executed by or on behalf of the applicant and setting forth the name and address of the applicant. If the Secretary of State finds that the name complies with the provisions of section 15A:2-2, the Secretary of State shall reserve it for the exclusive use of the applicant for a period of 120 days from date of filing of the application and shall issue a certificate of reservation. c. The right to the exclusive use of a specified corporate name so reserved may be transferred by filing in the office of the Secretary of State a notice of the transfer, executed by or on behalf of the applicant for whom the name was reserved, and specifying the name and address of the transferee. L.1983, c. 127, s. 15A:2-4, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-5 Registered name

a. Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 15A:2-2. b. The registration shall be made by filing in the office of the Secretary of State: (1) An application for registration executed on behalf of the corporation, setting forth the name and address of the headquarters or main office of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is conducting activities, and a brief statement of the activities in which it is engaged; and (2) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. c. The registration shall be effective until the close of the calendar year in which the application for registration is filed. L.1983, c. 127, s. 15A:2-5, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-6 Renewal of registered name

A corporation which has a registration of its corporate name in effect may renew the registration by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between October 1 and December 31 in each year, and shall extend the registration for the following calendar year. L.1983, c. 127, s. 15A:2-6, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-7 Incorporators

a. Subject to the provisions of subsection d. of this section, one or more individuals, corporations, foreign corporations or corporate entities may act as incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for the corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of this State. b. Except as otherwise provided in the certificate of incorporation, any action required or permitted by this act to be taken by incorporators may be taken without a meeting. c. If any incorporator dies or is for any reason unable to act, the others may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in that incorporator's stead, or if the other person also dies or is for any reason unable to act, the legal representative of the person may act. d. Ten or more individuals shall act as incorporators for any corporation having as a purpose the establishment of a volunteer fire company or an exempt firemen's association. L.1983, c. 127, s. 15A:2-7, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-8 Certificate of incorporation

15A:2-8. Certificate of incorporation. a. The certificate of incorporation shall set forth: (1) The name of the corporation; (2) The purpose or purposes for which the corporation is organized; (3) If the corporation is to have members, the qualifications for members or that the qualifications shall be as set forth in the bylaws of the corporation; (4) If the members are to be divided into classes, the relative right and limitations of the different classes of members to the extent those rights and limitations have been determined or that the rights and limitations shall be as set forth in the bylaws of the corporation; (5) If the corporation is to have no members, that there shall be no members; (6) The method of electing trustees or that the method shall be as set forth in the bylaws of the corporation; (7) Any provision not inconsistent with this act or any other statute of this State, which the incorporators elect to set forth for the management and conduct of the affairs of the corporation, or creating, defining, limiting or regulating the powers of the corporation, its trustees and members or any class of members, including any provision which under this act is required or permitted to be set forth in the bylaws; (8) The address, including actual location as well as postal designation, if different, of the corporation's initial registered office, and the name of the corporation's initial registered agent at that address; (9) The number of trustees, not less than three, constituting the first board and the names and addresses of the persons who aim to serve as trustees, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; (10) The names and addresses of the incorporators, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; (11) The duration of the corporation if other than perpetual; (12) The method of distribution of assets of the corporation upon dissolution, or that the distribution shall be as set forth in the bylaws of the corporation; (13) If, pursuant to subsection b. of this section, the certificate of incorporation is to be effective on a date subsequent to the date of filing, the effective date of the certificate; (14) If, pursuant to the exception in paragraph (4) of subsection a. of section 15A:2-2, the name of the corporation does not include a term required thereby, a statement that the corporation could be organized pursuant to the provisions of Title 16 of the Revised Statutes, the applicable section of Title 16 of the Revised Statutes permitting that organization, and an undertaking to add the required term if the corporation ceases to be so organized. b. An original and one copy of the certificate of incorporation shall be filed in the office of the Secretary of State. The corporate existence shall begin upon the effective date of the certificate, which shall be the date of the filing, or such later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and, after the corporate existence has begun, that the corporation has been incorporated under this act, except as against this State in a proceeding to cancel or revoke the certificate of incorporation or for voluntary dissolution of the corporation. The Secretary of State shall forward the copy of the certificate of incorporation to the Attorney General. c. The certificate of incorporation may provide that a trustee or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (1) in breach of such person's duty of loyalty to the corporation or its members, (2) not in good faith or involving a knowing violation of law or (3) resulting in receipt by such person of an improper personal benefit. d. Notwithstanding the provisions of subsection c. of this section, the immunities provided for in this 1989 amendatory act shall apply to any corporation organized under Title 15A of the New Jersey Statutes which is established for the purposes provided for in P.L.1959, c.90 (C.2A:53A-7 et seq.), whether or not the certificate of incorporation has been amended, and nothing in this section shall operate to diminish or affect any limitation of liability or limitation on liability which is conferred upon nonprofit corporations, societies or associations by the provisions of section 1 of P.L.1987, c.87 (C.2A:53A-7.1). L.1983, c.127, s.15A:2-8, eff. Oct. 1, 1983; amended 1989,c.260,s.1.

N.J. Stat. § 15A:2-9 Organization meeting of board of trustees

On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board named, to adopt bylaws, elect officers, provide for initial members if there are to be members, and transact all other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each trustee named in the certificate of incorporation, which notice shall state the time and place of the meeting. L.1983, c. 127, s. 15A:2-9, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-10 Bylaws; making and altering

a. The initial bylaws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power to make, alter and repeal bylaws unless that power is reserved to the members in the certificate of incorporation or the bylaws, but bylaws made by the board may be altered or repealed, and new bylaws may be made, by the members. The members may prescribe in the bylaws that any bylaw made by them shall not be altered or repealed by the board. b. For purposes of this act, the initial bylaws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the members, if the certificate of incorporation provides for members. c. Any provision which this act requires or permits to be set forth in the bylaws may be set forth in the certificate of incorporation. L.1983, c. 127, s. 15A:2-10, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-11 Bylaws and other powers in emergency

a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or bylaws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (1) A meeting of the board may be called by any officer or trustee in the manner and under the conditions as shall be prescribed in the emergency bylaws; (2) The trustees in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and (3) The officers or other persons designated in a list approved by the board before the emergency, all in the order of priority and subject to the conditions and for a period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed trustees for that meeting. b. Before or during the emergency, the board may provide, and from time to time modify, lines of succession in the event that during the emergency any officers or agents of the corporation shall be rendered incapable of discharging their duties. c. Before or during the emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, the change or designation to be effective during the emergency. d. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during the emergency and upon its termination the emergency bylaws shall be inoperative. e. Unless otherwise provided in emergency bylaws, notice of any meeting of the board during the emergency need be given only to those of the trustees as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication. f. To the extent required to constitute a quorum at any meeting of the board during the emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, trustees for that meeting. g. No officer, trustee or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, trustee or employee shall be liable for any action taken by that person in good faith in the emergency in furtherance of the ordinary activities of the corporation even though not authorized by the bylaws then in effect. L.1983, c. 127, s. 15A:2-11, eff. Oct. 1, 1983.

N.J. Stat. § 15A:2-12 Chapter organizations

a. Any corporation to which this act is applicable pursuant to paragraph (1), (2) or (3) of subsection a. of section 15A:1-3 may provide in its certificate of incorporation that it is to be a "chapter organization" which is a corporation having subordinate or local chapters, however designated, located within or without this State and that it shall exercise the powers granted in this section. b. Any chapter organization, as set forth in subsection a. of this section, in addition to the other powers granted pursuant to this act, may: (1) Grant charters to subordinate or local chapters; (2) Make, amend, and change bylaws for the government of its chapters and the use of its name; and (3) Revoke or cancel the charter of a chapter for the violation of its bylaws or for other cause as it may determine. c. Any chapter of a chapter organization which includes in its certificate of incorporation a provision that it is a chapter of a chapter organization shall, upon revocation of its charter by the chapter organization, continue to be a corporation until dissolved in accordance with chapter 12 of this act. It shall not conduct any activities as a chapter of the chapter organization and, if the certificate of incorporation or bylaws of the chapter organization so provide, its assets may be taken and conserved by the chapter organization and be distributed in accordance with the certificate of incorporation or bylaws of the chapter organization. The chapter organization or any other interested person may apply to the Superior Court for the appointment of a receiver or custodian or for any other relief to enforce the provisions of this section. The court may proceed in a summary manner or otherwise. d. No corporation shall adopt or use a name or symbol indicating that it is affiliated in any way with a chapter organization unless it is a chapter of the chapter organization or does so with the consent of the chapter organization. e. Any corporation in existence prior to the effective date of this act which was, on that date, a state organization pursuant to R.S. 15:16-1, shall, on the effective date of this act be deemed a chapter organization under this section. L.1983, c. 127, s. 15A:2-12, eff. Oct. 1, 1983.

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